Manaksia Coated Metals & Industries Ltd

FOR THE FINANCIAL YEAR 2023-24

Dear Shareholders,

Your Directors are pleased to present the 14th (Fourteenth) Annual Report on the business and operations of the Company together with the Audited Financial Statements of the Company for the year ended 31st March, 2024.

The Company was able to sustain the turnover track and its revenue from operations increased substantially from Rs. 65160.61 Lakhs of the previous year to Rs. 73962.25 Lakhs during the year. However, due to several factors marred with the current slowdown in economy, the Company inspite of its best efforts achieve to register profit of Rs. 1530.97 Lakhs during the year under report. However, the Company is further improving its performance day-by-day and is expected to show further improvement in its results in coming year.

The Company expects to increase its revenue and the profitability in the coming year as the business has started showing growth and the economy as a whole has moved to its revival and future of the Company looks very bright. There is no dearth of demand and the Company is well shaped to cope up itself with the market expectations.

There has been no change in the nature of business of the Company during the year under review.

The Board of Directors is pleased to recommend a final dividend of Re. 0.05 per Equity Share (5%) against the face value of Re. 1/- of an equity share of the Company, subject to the approval by the Members of the Company at the ensuing Annual General Meeting.

During the year under review your Company has not transferred any amount to the General Reserve Account.

The paid-up Equity Share Capital of the Company as at 31st March, 2024 stood at Rs. 742.69 lacs divided into 7,42,69,050 equity shares of Re. 1 each. 83,75,000 equity shares were further listed on the both the stock exchanges during the year under review.

The Company did not issue equity shares with differential rights during the financial year 2023-24

The Company did not issue sweat equity shares during the financial year 2023-24.

The Company did not issue employee stock options during the financial year 2023-24.

The Company does not have a scheme for purchase of its own shares by employees or by trustees for the benefit of employees.

The Company did not issue Debentures, Bondss or any Non-convertible securities during the financial year 202324.

However, in accordance with the provisions of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (SEBI ICDR Regulations), During the financial year under review the Company has issued and allotted 2,24,00,000 (Two crores Twenty Four Lakhs) Warrants, at a price of Rs. 18/- (Rupees Eighteen only) per warrant determined in accordance with SEBI ICDR Regulations , with a right to the warrant holders to apply for and be allotted 1 (One) Equity Share of the face value of Re. 1/- (Rupee One only) each of the Company ("Equity Shares") at a premium of Rs.17/- (Rupees Seventeen only) per equity share for each warrant, in one or more tranches, within 18 (Eighteen) months from the date of allotment of the warrants, for total amount upto Rs. 40,32,00,000/- (Rupees Forty crores Thirty Two Lakhs only), for cash, to certain promoters/ promoter group and other than promoters/promoter group on a preferential basis.

Post approval of the shareholders vide the extra-ordinary general meeting held on 19th September, 2023 for issue & allotment of 2,24,00,000 (Two crores Twenty Four Lakhs) Warrants, the Board of Directors at its meeting held on 11th October, 2023 allotted 2,24,00,000 (Two crores Twenty Four Lakhs) Warrants to certain promoters/promoter group and other than promoters/promoter group on preferential basis.

Subsequent to the aforesaid preferential allotment, 87,35,000 warrants were exercised for conversion by the applicants and subsequently 87,35,000 equity shares of Re. 1/- each of the Company were allotted by the Board of Directors on 15th January, 2024

Consequent to the aforesaid allotment upon conversion of warrants, the paid-up equity capital of the Company has increased from Rs. 6,55,34,050/- consisting of 6,55,34,050 Equity Shares of Re.1/- each to Rs. 7,42,69,050/- consisting of 7,42,69,050 Equity Shares of Re.1/- each as on 31st March, 2024. 1,36,65,000 Warrants are still pending for conversion on or before 10th April, 2025.

There was no deviation or variation in the utilisation of proceeds raised through issuance of Warrants on preferential basis, by the Company as on the date of this Report.

Details of shares held in the demat suspense account as required under Regulation 39(4) read with Para F of Schedule

V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as 'Listing Regulations') forms part of the Corporate Governance Report.

Credit rating in terms of Regulation 34(3) read with Para C of Schedule V of the Listing Regulations are given in the Corporate Governance Report.

The Management Discussion and Analysis Report as stipulated under Regulation 34(2) read with Para B of Schedule

V of the Listing Regulations,on the operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this Annual Report.

No such instance took place during the year under review.

The Company has not issued any prospectus or letter of offer during the last five years and as such the requirement for providing the details relating to material variation is not applicable upon the company for the year under review.

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year 2023-24 and the date of this report.

The Annual Return as on 31.03.2024 as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form No. MGT-7 of the Companies (Management and Administration) Rules, 2014, is available on the website of the company and can be accessed at https://www.manaksiacoatedmetals.com/pdf/Annual%20Return_2023-24.pdf

The Company follows the corporate governance guidelines and best practices sincerely, and discloses timely and accurate information regarding the operations and performance of the Company.

Pursuant to Regulation 34 read with Para C of Schedule V of the Listing Regulations, Report on the Corporate Governance along with a certificate from the Statutory Auditors of the Company confirming compliance with the conditions of the Corporate Governance is annexed as Annexure-'A'.

5(Five) meetings of the Board of Directors were held during the Financial Year 2023-24. The details of the meetings of the Board of Directors of the Company convened during the Financial Year 2023-24 are given in the Corporate Governance Report which forms part of this Annual Report.

The Institute of Company Secretaries of India has issued Secretarial Standards and all the Secretarial Standards have been approved by the Central Government under Section 118(10) of the Act. Pursuant to the provisions of Section 118(10) of the Act, it is mandatory for the company to observe the secretarial standards with respect to Board Meeting and General Meeting. The Company has adopted and followed the set of principles prescribed in the respective Secretarial Standards for convening and conducting Meetings of Board of Directors, General Meeting and matters related thereto. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

Pursuant to Section 134 of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being inforce), the Directors of the Company state that:

a ) in the preparation of the annual accounts for the year ended 31st March, 2024, the applicable Accounting Standards had been followed along with proper explanations relating to material departures, if any;

b) the Directors had adopted such accounting policies and applied them consistently and made judgements and estimates in a reasonable and prudent manner so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year 2023-24 and of the loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts had been prepared on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively;

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Mr. Siddhartha Shankar Roy (DIN: 08458092),Ms. Gargi Singh (DIN: 08458152), Mr. Siddhartha Sengupta (DIN: 10165139) and Mr. Probir Kumar Chaudhury (DIN: 10041053) are Independent Directors on the Board of the Company as on 31st March, 2024.

Further Mr. Probir Kumar Chaudhury (DIN : 10041053) and Mr. Siddhartha Sengupta (DIN : 10165139) were appointed as Independent Directors w.e.f May 30, 2024 in the 13th Annual General Meeting held on 29thAugust, 2023.

Mr. Siddhartha Shankar Roy (DIN: 08458092) and Ms. Gargi Singh (DIN: 08458152) were reappointed as Independent Directors for second term w.e.f May 29, 2024 in the 13th Annual General Meeting held on 29th August, 2023.

The Company has received declarations from the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Section 149(6) of the Act, read with the Schedules and Rules issued thereunder, as well as clause (b) of sub-regulation (1) of Regulation 16 and sub-regulation (8) of Regulation 25 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

They have also registered themselves in the databank with the Institute of Corporate Affairs of India as an Independent Director as per Rule 6(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

The Board of Directors of the Company has reviewed the disclosures of independence submitted by the Independent Directors and is of the opinion that the Independent Directors fulfill the conditions specified in the Act and Listing Regulations and are independent of the management.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.Further the Independent Directors have also complied with Code of Conduct for Directors and Senior Management Personnel formulated by the Company.

All directors and senior management have affirmed compliance with the Code of Conduct for the Board of Directors and Senior Management. A declaration to that effect is attached with the Corporate Governance Report.

In accordance with the provisions of Section 152(6)(c) of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Article 87 of the Articles of Association of the Company, Mr. Sushil Kumar Agrawal (DIN: 00091793), Managing Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mr. Venkata Srinarayana Addanki (DIN : 10141427) was appointed as Wholetime Director w.e.f May 30, 2023 at the 13th Annual General Meeting held on August 29, 2023.

Mr. Probir Kumar Chaudhury (DIN : 10041053) was appointed as an Independent Director w.e.f May 30, 2023 at the 13th Annual General Meeting held on August 29, 2023

Mr. Siddhartha Sengupta (DIN : 10165139) was appointed as an Independent Director w.e.f May 30, 2023 at the 13th Annual General Meeting held on August 29, 2023

Mr. Siddhartha Shankar Roy (DIN: 08458092) was re-appointed as Non-Executive Independent Director of the Company for a second term of 5 (five) years w.e.f 29th May, 2024, at the 13th Annual General Meeting held on August 29, 2023

Ms. Gargi Singh (DIN: 08458152) was re-appointed as Non-Executive Independent Director of the Company for a second term of 5 (five) years w.e.f 29thMay, 2024, at the 13th Annual General Meeting held on August 29, 2023.

Members of the Company at the 9th AGM held on 24th September, 2019, approved appointment of M/s. S. Bhalotia & Associates, Chartered Accountants, (Firm Registration No. 325040E) as Statutory Auditors of the Company, for a term of 5 years to hold the office from the conclusion of 9th AGM till the conclusion of 14th AGM of the Company.

The Board of Directors at its meeting held on August 7, 2024, has recommended re-appointment of M/s. S.Bhalotia & Associates as Statutory Auditors of the Company for a second term of five consecutive years from conclusion of the 14th AGM until the conclusion of the 19th AGM of the Company to be held for FY 2028-29.

M/s. S. Bhalotia & Associates, have confirmed that their appointment would be within the limits specified under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

As required under Regulation 33(1)(d) of Listing Regulations, M/s. S. Bhalotia& Associates, have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

There are no observations (including any qualification, reservation, adverse remarks or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. The specific notes forming part of the accounts referred to in Auditor's Report are self- explanatory and give complete information.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Mr. Asit Kumar Labh (CP No. 14664) Practising Company Secretary as the Secretarial Auditor, to conduct Secretarial Audit of the Company for the Financial Year 2023-24.

The Secretarial Audit Report in Form MR-3 as given by the Secretarial Auditor for the Financial Year ended 31st March, 2023, forms part of the Directors Report and annexed as Annexure-'B'.

The Secretarial Auditors Report of the Company, does not contain any qualification, reservation, adverse remark or disclaimer that may call for any explanation from the Directors.

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records for, few of its products and accordingly, such accounts are made and records have been maintained by the Company.

The Board of Directors of the Company, on the recommendations made by the Audit Committee, has appointed M/s. S. Chhaparia&Associates, Cost Accountants as the Cost Auditors of the Company to conduct the audit of cost records for the FY 2024-25 in accordance with Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, at a remuneration of Rs. 1,00,000/- plus reimbursement of out-of-pocket expenses at actual and applicable taxes. The remuneration to be paid to the Cost Auditor needs to be ratified by the shareholders at the ensuing Annual General Meeting of the Company.

A resolution seeking Member's approval for ratification the remuneration payable to the Cost Auditor forms part of the Notice of the Annual General Meeting and the same is recommended for your consideration.

Relevant cost audit report for the year 2022-23 was submitted to the Central Government within stipulated time and was free from any qualification or adverse remarks. The Cost Audit Report for the financial year 2023-24 has been reviewed by the Board of Directors at its meeting held on 7^thAugust, 2024 and the same will be filed with the Central Government within stipulated time. The said report is free from any qualification or adverse remarks.

The Board of Directors of the Company, on the recommendations made by the Audit Committee, has appointed S. K. Agrawal and Co. Chartered Accountants LLP (FRN: 306033E/E300272), Chartered Accountants as Internal Auditors of the Company for the FY 2024-25 in accordance with Section 138 of the Act read with the Companies (Accounts) Rules, 2014.

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Act, to the Audit Committee or the Board of Directors during the year under review.

During the year under review, your Company has not provided any employee stock option/ purchase scheme. PARTICUALRS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The particulars of the loans given, investments made, guarantees given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilised as per the provisions of Section 186 of the Act are provided in the notes to the Financial Statements (Refer note no. 4 & 11).

All transactions with related parties are placed before the Audit Committee for approval and Board as applicable. Prior omnibus approval of the Audit Committee is obtained for all the RPTs, which are foreseeable and repetitive and/ or entered in the ordinary course of business and are at arm's length basis.

All related party transactions during the year have been carried out at arms' length basis in the ordinary course of business.

There were no materially significant related party transactions as defined in terms of the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, entered into by the Company during the year under review which could conflict with the interest of the Company as a whole and, as such, disclosure in Form AOC-2 pursuant to Rule 8(2) of the Companies (Accounts) Rules, 2014 has not been made.

The policy on Related Party Transactions as approved by the Board of Directors of the Company may be accessed on the Company's website www.manaksiacoatedmetals.com and the weblink https://www.manaksiacoatedmetals.com/pdf/

The details of related party disclosures with respect to loans/ advances/ investments at the year end and maximum outstanding amount thereof during the year as required under Part A of Schedule V of the Listing Regulations have been provided in the notes to the Financial Statements of the Company.

The details required pursuant to the provisions of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo forms part of this Directors Report and marked as Annexure-'C'.

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate the probability and/or impact of unfortunate events or to maximize the realisation of opportunities.

In accordance with the Listing Regulations, the Board of Directors of the Company are responsible for framing, implementing and monitoring the risk management plans of the Company. The Company has a "Risk Management Policy" to identify risks associated with the Company, assess its impact and take appropriate corrective steps to minimize the risks that may threaten the existence of the Company. It helps in safeguarding the organization from various risks through adequate and timely actions. The Company manages, monitors and reports on its risks and uncertainties that can impact its ability to achieve its objectives. The major risks have been identified by the Company and its mitigation process/measures have been formulated.

The Board of Directors have constituted Audit Committee, Nomination & Remuneration Committee and Stakeholders' Relationship Committee to deal with specific areas/activities that need a closer review and to have an appropriate structure for discharging of its responsibilities.

As on 31st March, 2024 the Company pursuant to the requirement of the provisions of Section 177 of the Act read with the Regulation 18 of the Listing Regulations has in place Audit Committee comprising of 4 (Four) members. The Committee is chaired by Mr. Siddhartha Shankar Roy(DIN:08458092), Independent Director. Ms. Gargi Singh (DIN: 08458152), Independent Director, Mr. Siddhartha Sengupta (DIN : 10165139), Independent Director and Mr. Sushil Kumar Agrawal (DIN: 00091793), Managing Director are the other Members. Mr. Mahendra Kumar Bang, Chief Financial Officer is a permanent invitee to the Meeting. Mrs. Shruti Agarwal, the Company Secretary acts as a Secretary to the Committee.

Due to resignation of Mr. Ajay Kumar Chakraborty w.e.f. 30th May, 2023 the composition of the Committee was reconstituted and accordingly Mr. Siddhartha Shankar Roy was elected as Chairman to the Committee and Mr. Siddhartha Sengupta (DIN : 10165139) was inducted as member to the Committee.

The details of composition, terms of reference and number of meetings held for the Committee is provided in the Corporate Governance Report.

There were no instances of any disagreement between the Committee and the Board and all recommendations of the Audit Committee made during the year were accepted by the Board.

As on 31st March, 2024 the Company pursuant to the provisions of Section 178(1) of the Act,read with the Regulation 19 of the Listing Regulations has in place the Nomination & Remuneration Committee comprising of 3 (Three) members. The Committees is chaired by Ms. Gargi Singh (DIN: 08458152). Siddhartha Shankar Roy (DIN: 08458092), Independent Director and Mr. Probir Kumar Chaudhury (DIN : 10041053) are the other members. Mrs. Shruti Agarwal, the Company Secretary acts as a Secretary to the Committee.

Due to resignation of Mr. Ajay Kumar Chakraborty w.e.f. 30th May, 2023 the composition of the Committee was reconstituted and accordingly Ms. Gargi Singh was elected as Chairperson to the Committee and Mr. Probir Kumar Chaudhury (DIN : 10041053) was inducted as member to the Committee.

The details of composition, terms of reference and number of meetings held for the Committee is provided in the Corporate Governance Report.

There were no instances of any disagreement between the Committee and the Board and all recommendations of the Nomination & Remuneration Committee made during the year were accepted by the Board.

The Company has formulated and adopted Remuneration Policy which is reviewed and revised from time to time by the Board of Directors taking any amended clause into consideration in accordance with the provisions of Section 178 of the Act and Regulation 19 read with Para A of Part D of Schedule II of Listing Regulations. The Company has also formulated the Criteria of making payment to Non-Executive Directors including Independent Directors, the website link for which has been provided in Corporate Governance Report.

The said Policy of the Company, inter-alia, formulates the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and such other matters as provided under sub-section (3) of Section 178 of the Act.

The policy aims to attract, retain and motivate qualified people at the executive and at the board levels and ensures that the interests of Board members & senior executives are aligned with the business strategy, objectives, values and long-term interests of the Company.

The policy contains detailed criteria for selection and appointment of the Board members and other executive members and also lays down the compensation structure of Non-Executive Directors, Executive Directors, Key Managerial

Personnel(s) and Senior Management Personnel(s).The said policy was revised by the Board of Directors in its meeting held on 21st May, 2021 which forms part of the Directors Report and marked as Annexure-'D'.

The policy is also available at the following weblink: https://www.manaksiacoatedmetals.com/pdf/Remuneration- Policy_Manaksia-Coated-Metals-Industries-Limited_29-05-2019.pdf

As on 31st March, 2024 as required by the provisions of Section 178(5) of the Act, read with Regulation 20 of the Listing Regulations, the Company has in place the Stakeholders Relationship Committee comprising of 3 (Three) members. The Committee is chaired by Mr. Siddhartha Shankar Roy (DIN: 08458092), Independent Director,Mr. Sushil Kumar Agrawal (DIN: 00091793), Managing Director and Ms. Gargi Singh (DIN : 084858152),Independent Director are the other members. Mrs. Shruti Agarwal, the Company Secretary acts as a Secretary to the Committee.

The details of composition, terms of reference and number of meetings held for the Committee is provided in the Corporate Governance Report.

In accordance with the requirements of the provisions of Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee. The Company has also formulated a CSR Policy which is available on Company's website at https://www.manaksiacoatedmetals.com/pdf/CSR%20Policy_MCMIL_.pdf

In view of amended provisions in Section 135 of the Companies Act, 2013, the functions to be discharged by CSR Committee as the amount required to be spent by Company does not exceed Rs. 50 Lakhs. The existing functions of CSR Committee will be discharged by the Board of Directors of the Company.

During the year under review, in compliance with the provisions of Section 135 of the Companies Act, 2013, the Companies (Corporate Social Responsibility) Rules, 2014 and the various notifications/circulars issued by the Ministry of Corporate Affairs, the Company has contributed the eligible amount through implementing agency engaged in activities specified in Schedule VII of the Companies Act, 2013. The salient features of the CSR policy along with the Report on CSR activities are given in 'Annexure-E' to this Directors' Report.

Pursuant to the provisions of the Act, and the Listing Regulations, read with Guidance Note on Board Evaluation of SEBI dated 5th January, 2017, the Nomination & Remuneration Committee has laid down the criteria for performance evaluation, in a structured questionnaire form after taking into consideration various aspects of the Board functioning, composition of the Board and its Committees, culture, execution, diligence, integrity, awareness and performance of specific laws, duties, obligations and governance, on the basis of which, the Board has carried out the annual evaluation of its own performance, the performance of Board Committee and of Directors individually.

The performance of the Board and individual Directors was evaluated by the Board seeking feedback from all the Directors. The performance of the Committees was evaluated by the Board seeking views from the Committee Members. As per Para VII of Schedule IV of the Act, the Independent Directors of the Company, without the participation of NonIndependent Directors and members of management, in their separate meeting held on 11th August, 2021 have reviewed the performance of:

• Non-Independent Directors and the Board as a whole;

• the Chairman of the Company taking into account the views of Executive Directors and Non Executive Directors;

• assessed the quality, quantity and timeliness of flow of information between the company management and the board that is necessary for the board to effectively and reasonably perform their duties.

The review of performance of Non-Independent Directors was done after discussing with them on various parameters, such as, skill, competence, experience, degree of engagement, ideas and planning etc. The Board performance was reviewed on various parameters, such as, adequacy of the composition of the Board, Board culture, appropriateness of qualification & expertise of Board members, process of identification and appointment of Independent Directors, inter-personal skills, ability to act proactively, managing conflicts, managing crisis situations, diversity in the knowledge and related industry expertise, roles and responsibilities of Board members, appropriate utilization of talents and skills of Board members etc. The evaluation of the Chairman of the Company was conducted on various parameters such as leadership, quality, capability, availability, clarity of understanding, governance & compliance and degree of contribution etc.

The Board of Directors of the Company expressed their satisfaction towards the process of review and evaluation of performance of Board, its Committees and of individual directors.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the details containing salient features of the financial statements of the Subsidiary Companies, in Form AOC-1 forms part of this Annual Report. During the year under review, the Company does not have any Joint Ventures and Associate Companies.

The details of performance of the Subsidiary Company is as follows:

There were no revenue during the Financial Year 2023-24. During the year under review, there were no operations in the said Company.

The total revenue of the Company for Financial Year 2023-24 stood at Rs.38.28 Lacs. During the year the Company incurred a net loss of Rs. 40.03 Lacs.

Except as stated hereinabove, the Company does not have joint venture or associate company during the year under review.

Pursuant to Regulation 16(1)(c) of the Listing Regulations (as amended from time to time), a subsidiary shall be considered as material if its income or net worth exceeds ten percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. During the year under review, there were no Material Subsidiary according to the net worth threshold of Regulation 16 of the Listing Regulations.Policy for determining Material Subsidiaries is provided at the following weblink: https:// www.manaksiacoatedmetals.com/pdf/Policy-on-Material-Subsidiary_Coated.pdf

In terms of Regulation 25(7) of Listing Regulations your Company is required to conduct Familiarisation Programme for Independent Directors to familiarise them about your Company including nature of industry in which your Company operates, business model of your Company, roles, rights and responsibilities of IDs and any other relevant information. Further, pursuant to Regulation 46 of the Listing Regulations, your Company is required to disseminate on its website, details of familiarisation programme imparted to IDs including the details of

i) number of programmes attended by IDs (during the year and on a cumulative basis till date),

ii) number of hours spent by IDs in such programmes (during the year and on a cumulative basis till date), and

iii) other relevant details.

Accordingly, the details of familiarization programme imparted to the Independent Directors is provided at the following weblink:https://www.manaksiacoatedmetals.com/pdf/Familiarization%20Programme_MCMIL_2023-24.pdf

The Company has neither accepted nor renewed any deposits during the year under review in terms of provisions of Chapter V of the Act.

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which may impact its going concern status and Company's operations in future.

The Company has in place adequate internal financial controls with reference to the financial statements. Your Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. To commensurate the internal financial control with its size, scale and complexities of its operations the Company on the recommendation of Audit Committee has appointed S K Agrawal and Co., Chartered Accountants LLP, as Internal Auditors of the Company for the Financial Year 2023-24.

The Audit Committee reviews the Report submitted by the Internal Auditors. The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems, in this regard, your Board confirms the following:

a. Systems have been laid to ensure that all transactions are executed in accordance with management's general and specific authorization. There are well-laid manuals for such general or specific authorization.

b. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

c. Access to assets is permitted only in accordance with management's general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

d. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.

e. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company's policies.

In Compliance with the provisions of Section 177(9) of the Act and Listing Regulations, the Company has framed a Whistle Blower Policy to establish a vigil mechanism for Directors and employees to report genuine concerns about actual or suspected unethical behavior, mal practice, wrongful conduct, discrimination, sexual harassment, fraud, violation of the Company polices including Code of Conduct without fear of reprisal/retaliation. The policy provides for adequate safeguards against victimization of persons who use such mechanism and provides for direct access to the Chairperson of the Audit Committee in appropriate cases. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy was amended during the year under review and is available on the website of the Company www.manaksiacoatedmetals.com and the weblink thereto is https://www.manaksiacoatedmetals. com/pdf/22_03_16/Whistle_Blower_Policy_Coated_Final_22316.pdf

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('the Act') and Rules under it. Your Company has complied with provisions relating to the constitution of an Internal Complaints Committee under the Act. The Internal Committee (IC) composes of internal members and an external member who has extensive experience in the field.

During the year under review, no case of sexual harassment was reported to the Internal Complaints Committee and there is no case pending as on the closure of the financial year.

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund.

The disclosure pertaining to remuneration and other details as required under the provisions of Section 197(12) of the Act read with applicable provisions of Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Directors Report and marked as Annexure- 'F'

During the year under review, no employee of the Company drew remuneration in excess of the limits specified under the provisions of Section 197(12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence no disclosure is required to be made in the Annual Report.

In Compliance with the provisions of the Act and the Listing Regulations the Consolidated Financial Statements of the Company and its subsidiary Company is attached. The Consolidated Financial Statement has been prepared in accordance with the applicable accounting standards issues by the Institute of Chartered Accountants of India and shows the financial resources, assets, liabilities, income, profits and other details of the Company and its subsidiaries.

During the period under review, neither any application under Corporate Insolvency Resolution Process was initiated nor any pending under the Insolvency and Bankruptcy Code, 2016.

During the period under review, no such settlement took place.

Your Company continues its relentless focus on strengthening competition in all its businesses. It is the Endeavour of your Company to deploy resources in a balanced manner so as to secure the interest of the shareholders in the best possible manner in the short, medium and long terms.

Your Directors convey their grateful appreciation for the valuable patronage and co-operation received and goodwill enjoyed by the Company from its esteemed customers, commercial associates, banks, financial institutions, government authorities, other stakeholders and the media.

Your Directors also wish to place on record their deep sense of appreciation to all the employees at all levels for their commendable teamwork, professionalism and enthusiastic contribution towards the working of the Company.

Your Directors look forward to the future with hope and conviction.